MICT Joins into a New Merger Agreement to Acquire Tingo's Operating Business and Assets

A new merger agreement between MICT and Tingo covers the acquisition of all of Tingo's operating business and assets.

FREMONT, CA: “The Board of MICT and I are extremely excited about the tremendous prospects and opportunities arising from this new transaction. It will have an immediate material positive impact on the income, earnings, and balance sheet of MICT from the date of initial closing, which is expected to occur during November 2022 (following the receipt of Tingo's stockholder approval, concerning which voting support agreements have been received covering approximately 70 percent of Tingo's issued common stock)," says Darren Mercer, Chief Executive Officer of MICT. Tingo and MICT have signed a new merger agreement, under which MICT will acquire 100 percent of the Operating Business and Assets of Tingo at the initial closing of the transaction in exchange for the issuance by MICT of 19.9 percent of its common stock, as well as two convertible preference shares.

The primary purpose of the new merger structure is to expedite the start of Tingo's food-produce export business, as enabled by funding from MICT, benefiting from many high-margin and material export contracts that will permit the conversion of a significant portion of Tingo's revenues directly into US dollars. Additionally, the transaction expedites the development and launch of Tingo's commodity trading platform and company.

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Tingo is a leading Fintech and Agri-Fintech company on the African Continent, offering a growing number of customers a variety of technology-backed solutions and platforms. The primary objective is to promote digital inclusion and financial empowerment, including the farming sector, to enable farmers to maximize crop yields, reduce crop wastage, improve margins, and contribute meaningfully to addressing the growing global issue of food security.

As previously reported in Tingos Form 10-Q for the second quarter of 2022, the company's primary business generated $525.7 million in revenue, $317.4 million in gross profit, earnings before taxes of $298.4 million in the first half of 2022, which represents a substantial increase over the first half of 2021. In addition to its anticipated ongoing organic growth, Tingo's operating business performance is expected to be positive in the fourth quarter and second half of 2022. It is anticipated to benefit significantly from the full release of the Tingo Mobile super-app, the rollout of the pan-African Visa partnership, and the introduction of the food-produce export business.

Upon the first close, MICT welcomes John Brown (Tingo Co-Chairman) and Kenneth Denos (Tingo Director) to its Board of Directors (Tingo Executive VP, General Counsel, and Corporate Secretary).

MICT has also hired Deloitte (Brightman Almagor Zohar & Co., A Firm in the Deloitte Global Network) as the Group's independent auditor and Haitong Securities USA LLC (Haitong) as its financial advisor.

“Tingo has clearly demonstrated its capabilities and technology, and its operating business is now extremely well positioned to expand globally, including through its upcoming new business streams and product launches. We anticipate that the dollarization of Tingos business, as supported by access to our funding, will significantly elevate the value and quality of earnings of Tingos operating business, and is therefore a high priority focus for us in terms of where we can immediately add substantial value. In my opinion, it is unquestionable that this transaction delivers a huge enhancement to our stockholders, not least from the fact that MICT as a group will be significantly profitable, from the date of closing, and will be in a very strong position to further enhance earnings from 2023 and beyond. It makes me immensely proud that through the Tingo acquisition, MICT will be assisting in providing solutions to alleviate the worlds growing problem of food security and elevating poor communities out of poverty, for example through its fintech solutions that foster financial inclusion and empowerment. I look forward to John Brown and Kenneth Denos joining the Board, where their respective skillsets and in-depth knowledge of Tingo and Africa will prove invaluable. In addition, we believe the appointment of Deloitte, as the group independent auditor, and of Haitong, as our financial advisor, will be of valuable assistance to our business going forward,” concludes Mercer.